Section 1. Registration. Membership in this association, as the term “member” is defined in section 5056 of the California Nonprofit Corporation Law, shall be open to all persons with an academic or professional affiliation related to legal ethics. Members may join the association by registering on the association website.
Section 2. General Assembly. A General Assembly (the “Assembly”) of the members shall be held during the association’s International Legal Ethics Conference (the “Conference”), normally held at least every two (2) years. The Assembly shall adopt resolutions or conduct other business as needed at such Conferences by majority vote.
Section 3. Other Groups. The association may define and establish other auxiliaries and support groups for the association, but none of such auxiliaries or groups shall be or have the rights and privileges of “members” of the association within the meaning of section 5056 of the California Nonprofit Corporation Law.
BOARD OF DIRECTORS
Section 1. Powers. Subject to the limitations of the Articles of Incorporation, these Bylaws, and of the laws of the State of California, the activities and affairs of the association shall be conducted, its property shall be controlled, and all corporate powers shall be exercised by or under authority of a Board of Directors. The primary function of the Board of Directors shall be to establish policies for the direction and guidance of the committees, officers and management of the association, and to formulate the basic rules and regulations governing the operation and management of the association.
Section 2. Interested Directors. Not more than forty-nine percent (49%) of the persons serving on the Board of Directors at any time may be “interested persons.” An “interested person” is (a) any person currently being compensated by the association for services rendered to it within the previous twelve (12) months, whether as a full- or part-time employee, independent contractor or otherwise; and (b) any brother, sister, ancestor, descendant, spouse, brother-in-law, sister-in-law, daughter-in-law, mother-in-law or father-in-law of any such person.
Section 3. Number and Election of Directors.
(a) The number of directors of the association shall be not less than three (3) nor more than ten (10).
(b) The directors shall be elected biennially by a majority vote of the members from a slate of nominees provided by the Nominating Committee, and shall reflect the geographic, demographic, and ideological diversity of the association.
Section 4. Term of Office. Each director shall serve for a term of four (4) years and until his or her successor is designated. Half of the directors shall be elected at each Conference General Assembly. Directors may serve for an unlimited number of terms, but normally shall not serve multiple terms consecutively.
Section 5. Vacancies. All vacancies on the Board of Directors, including, without limitation, vacancies caused by an increase in the authorized number of directors or by removal, shall be filled by appointment by the Board of Directors. Each director so appointed to fill a vacancy shall hold office for the remainder of the predecessor’s unexpired term and until the election of a successor.
(a) The Board of Directors may appoint additional directors at any time after an amendment of these Bylaws is duly adopted authorizing an increase in the number of directors.
(b) If a director resigns by giving notice specifying that such resignation shall be effective at a future time, the Board of Directors shall have power to appoint a successor to take office when the resignation shall become effective.
(c) No reduction in the number of directors shall have the effect of removing any director prior to the expiration of his or her term of office.
Section 6. Removal of Directors. The Board of Directors may remove a director from office with or without cause.
Section 7. Meetings. A biennial meeting of the Board of Directors shall be held at the site of the Conference, and interim meetings may be conducted via conference call or at such other place as the Board may determine, for the purposes of organization, appointment of officers, and transaction of such other business as may properly be brought before the meeting.
Section 8. Special Meetings. Special meetings of the Board of Directors may be called by the President, the Secretary, or by any two (2) directors of the association. The person or persons calling such special meeting shall determine the date, time and place thereof, and shall provide seven (7) days notice by first class mail or forty-eight (48) hours notice delivered personally or via telephone.
Section 9. Quorum; Act of Directors. At all meetings of the Board of Directors, a majority of the number of directors fixed pursuant to Section 4 of Article III of these Bylaws shall constitute a quorum for the transaction of business. The act of a majority of the directors present at any time at which there is a quorum shall be the act of the Board of Directors, unless a greater number is required by law, the Articles of Incorporation or these Bylaws. Notwithstanding the previous provisions of this Section 9, a meeting at which a quorum initially is present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required quorum for such meeting.
Section 10. Action By Unanimous Written Consent. Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if all directors shall individually or collectively consent in writing to such action. Such action by written consent shall have the same force and effect as a unanimous vote of the directors. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
Section 11. Participation in Meetings By Electronic Communications Equipment. Directors may participate in a meeting through use of Conference telephone, electronic video screen communication, or other communications equipment, as long as all directors participating in such meeting can communicate with all other directors concurrently, each director is provided the means of participating in all matters before the Board, including the capacity to propose, or to interpose an objection to, a specific action to be taken by the association, and the association verifies that each person participating is a director entitled to participate in the meeting.
Section 12. Rights of Inspection. Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the association.
Section 1. Committees Generally.
(a) The Board of Directors may establish one or more committees. Committees are of two (2) kinds, those having legal authority to act for the association, known as Committees of the Board, and those lacking that authority, known as Advisory Committees. Committees may be either standing or special. Members of all committees shall serve at the pleasure of the Board. The Board may delegate to Committees of the Board all legal authority of the Board except with respect to:
(i) the filling of vacancies on the Board of Directors or on any committee;
(ii) the amendment or repeal of these Bylaws or the adoption of new bylaws;
(iii) the amendment or repeal of any resolution of the Board of Directors, which by its express terms is not so amendable or repealable;
(iv) the appointment of other Committees of the Board of Directors or the members thereof; or
(v) the approval of any self-dealing transaction, as such transactions are defined in section 5233(a) of the California Nonprofit Corporation Law.
(a) The Board of Directors shall have the power to prescribe the manner in which proceedings of any board committee shall be conducted. In the absence of any such prescription, such committee shall have the power to prescribe the manner in which its proceedings shall be conducted. Unless the Board of Directors or such committee provide otherwise, the regular and special meetings and other actions of any such committee shall be governed by the provisions of Article III applicable to meetings and actions of the Board of Directors. Minutes shall be kept of all committee meetings.
Section 2. Committees of the Board. Any directors may be appointed to Committees of the Board. Each Committee of the Board shall consist of two (2) or more directors. The Board may designate one or more directors as alternate members of any such committee, who may replace any absent member at any meeting of the committee.
Section 3. Advisory Committees. The Board of Directors may establish one or more Advisory Committees.
Advisory Committee membership may consist of directors only, directors and nondirectors, or nondirectors only, and may include nonvoting and alternate members. The chair and members of any Advisory Committee shall be appointed by the President or directors of the association. Advisory Committees shall have no legal authority to act for the association, but shall report their findings and recommendations to the Board.
Section 4. Term of Office. The chair and each member of a standing committee shall serve until the next election of directors and until his or her successor is appointed, or until such committee is sooner terminated, or until he or she is removed, resigns, or otherwise ceases to qualify as a member of the committee. The chair and each member of a special committee shall serve for the life of the committee unless they are sooner removed, resign, or cease to qualify as members of such committee.
Section 5. Vacancies. Vacancies on any committee may be filled for the unexpired portion of the term in the same manner as provided in the case of original appointments.
Section 6. Nominating Committee. An advisory Nominating Committee, appointed by the Board of Directors, will meet in conjunction with the biennial Conference and confer in the period in between as necessary. The committee will include six (6) members who will reflect the diversity of the association membership. Committee members will serve for four (4) year terms, with half of the members selected every two (2) years. Committee members may serve an unlimited number of terms and may serve multiple consecutive terms.
(a) The Nominating Committee shall serve to make nominations for the Board of Directors and officers of the association. At each Conference the Nominating Committee shall provide a slate of nominees for all available positions.
Section 7. Steering Committee. The Board of Directors may establish an advisory Steering Committee, which shall include at least six (6) members of the Board and the following ex officio members: the past Presidents of the association, the Conference Chair(s) for the current Conference, and the Editor(s) of the journal Legal Ethics. Committee members will serve for four (4) year terms, with half of the members selected every two (2) years. Committee members may serve an unlimited number of terms and may serve multiple consecutive terms.
Section 1. Officers. The officers of the association shall be a President, Secretary and Chief Financial Officer, also referred to as Treasurer.
Section 2. Appointment and Terms of Officers. The officers of the association shall be appointed by the Board of Directors at the annual meeting. Officers shall hold office until their successors shall be appointed and qualified to serve or until they shall resign or shall be removed or disqualified to serve.
Section 3. Other Officers. The Board of Directors may appoint or authorize the appointment of such other officers as the business of the association may require, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors may from time to time prescribe.
Section 4. President. The President shall serve as the chief executive officer of the association and, subject to the control of the Board of Directors, shall have the responsibility for managing the affairs and operations of the association. The President shall be responsible for chairing meetings, preparing a biennial report and address to the members, and for representing the association as necessary to carry out its mission, and shall have such other authority as from time to time may be prescribed by the Board of Directors.
Section 5. Secretary. The Secretary shall keep or cause to be kept the original or a copy of the association’s Articles of Incorporation and Bylaws, as amended to date. The Secretary also shall keep or cause to be kept a book of minutes of all meetings of the Board of Directors with the time and place of holding, whether regular or special (and if special how authorized), the notice thereof given, the names of those present, and the proceedings thereof, and of all actions by written consent of the Board of Directors. The Secretary shall give or cause to be given notice of all the meetings of the Board of Directors required by these Bylaws or by law to be given. The Secretary shall have such other authority and duties as are usually vested in the office of secretary and as may be prescribed by the Board of Directors and these Bylaws.
Section 6. Chief Financial Officer. The Chief Financial Officer shall keep and maintain or cause to be kept and maintained adequate and correct accounts of the properties and business transactions of the association, including accounts of its assets, liabilities, receipts, disbursements, gains and losses.
The books of account shall be open to inspection by any director at any reasonable time. The Chief Financial Officer shall deposit or cause to be deposited all money and other valuables in the name and to the credit of the association in such depositories as may be designated by the Board of Directors. He or she shall disburse the funds of the association as shall be ordered by the Board of Directors, shall render to the President and the directors, whenever they shall request it, an account of all of his or her transactions as Chief Financial Officer and the financial condition of the association and shall take proper vouchers for all disbursements of the funds of the association. The Chief Financial Officer, also known as Treasurer, shall have such other authority and duties as are usually vested in the office of chief financial officer and as may from time to time be prescribed by the Board of Directors and these Bylaws.
Section 7. Conference Chair(s). The Board of Directors shall appoint one or more Conference Chairs for each Conference as it deems appropriate. The Conference Chair(s) will normally serve a two (2) year term in conjunction with the planning of a Conference.
Section 8. Removal and Resignation.
(a) Any officer may be removed, either with or without cause, by the Board of Directors at any time or, except in the case of an officer chosen by the Board of Directors, by any officer upon whom such power of removal may be conferred by the Board of Directors, or by a vote of a majority of the membership.
(b) Any officer may resign at any time by giving written notice to the association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular election or appointment to such office, provided that such vacancies shall be filled as they occur and not on an annual or biennial basis.
Section 1. Checks, Drafts, Etc. All checks, drafts or other orders for payment of money, notes or other evidence of indebtedness issued in the name of or payable to the association and any and all securities owned or held by the association requiring signature for their transfer, shall be signed or endorsed by such person or persons and in such manner as shall be determined by the Board of Directors.
Section 2. Endorsement of Documents. Any note, contract, conveyance or other instrument in writing, and any assignment or endorsement thereof executed or entered into between the association and any other person, when signed by the Secretary or President shall be valid and binding on the association in the absence of actual knowledge on the part of the other party that the signing officer(s) had no authority to execute the same. Any such instruments may be signed by any officer, agent or employees and in such manner as shall be determined by the Board of Directors and, unless so authorized by the Board of Directors, no officer, agent or employee shall have any power or authority to bind the association by any contract or engagement or to pledge its credit or to render it liable for any purpose or amount.
Section 3. Annual Report; Annual Statement. The Chief Financial Officer shall cause the annual report required by section 6321 of the California Nonprofit Corporation Law, and an annual statement of certain transactions and indemnifications as required by section 6322 of the California Nonprofit Corporation Law, to be prepared and sent to each member of the Board of Directors and to such other persons as the Board of Directors may designate, no later than one-hundred and twenty (120) days after the close of the association’s fiscal year.
Section 4. Construction and Definitions. Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in the general provisions of the California Nonprofit Corporation Law shall govern the construction of these Bylaws.
Section 5. Fiscal Year. The fiscal year of the association shall be the calendar year unless changed by the Board of Directors.
Section 6. Offices. The principal office of the association in the State of California shall be located in the City of Palo Alto, County of Santa Clara. The association may have such other offices, within or without the State of California, as the Board of Directors may determine.
Section 7. Affiliations. The association shall maintain an affiliation with the journal Legal Ethics. The President shall be a member ex officio of the Advisory Board of Legal Ethics and the General Editor of Legal Ethics shall be an ex officio member of the Steering Committee.
Section 1. Indemnification. The association shall have power to indemnify its officers and directors to the extent permitted by subdivision (f) of section 207 of the California General Corporation Law.
(a) Anything to the contrary notwithstanding, the association shall not indemnify directors or officers or other persons or entities, pay their expenses in advance or pay insurance premiums on their behalf if such payment shall constitute an excess benefit transaction within the meaning of section 4958, of the Internal Revenue Code of 1986 (or the corresponding provisions of any applicable future United States internal revenue law).
AMENDMENT OF BYLAWS
These Bylaws and any part thereof may be amended or repealed, and new Bylaws may be adopted, by the affirmative vote of a majority of the directors at a meeting duly held at which a quorum is present or by the written consent of all members of the Board of Directors; provided, however, that any proposed action with respect to these Bylaws shall require the approval of a majority vote of the membership.
CERTIFICATE OF INCORPORATOR
I, the undersigned, hereby certify that:
1. I am the Incorporator of the International Association of Legal Ethics.
2. The foregoing Bylaws were duly adopted by the written action of the incorporator on October 14, 2010, and constitute the Bylaws of the association in effect as of this date.
Dated as of: October 14, 2010.
Professor Deborah Rhode